Abou Jaoude & Associates Law Firm

Abou Jaoude & Associates Law Firm is the largest multi-practice law firm in Lebanon, with a primary market position leading on complex first-of-their-kind transactions across all practice areas and industries, including Corporate, M&A, Banking, Finance, Real Estate and Energy. In addition to their thorough knowledge of the law, the Firm’s diverse team of attorneys is distinguished by an in-depth specialization, a sharp understanding of its clients' businesses and the industries they operate in, and a strategic pragmatic approach to legal advice. [SM1] 

The Firm is recognized as a top-tier market leader by prominent international legal directories, including Chambers & Partners, IFLR1000 and The Legal 500, and has reaped many prestigious awards for excellence in legal service. The Firm works closely with a number of top-tier legal correspondents in all key jurisdictions, allowing the Firm to offer businesses in need of legal assistance in any country easy access to global advice, and is a member of the International Bar Association.

The Firm acts as legal counsel for prominent international groups, and provides strategic advice on market-entry conditions, corporate and tax reorganizations, and company formation and capitalizations. The Firm has unparalleled expertise in complex and cross-border M&A and private equity transactions across all industry sectors, advising on structuring, pre-acquisition due diligence, licensing, compliance and post-acquisition integration.

The Firm represents a dominant portfolio of domestic and global banks on matters of corporate governance, regulatory compliance, extensions of credit and syndicated facilities, complex issuances and offerings of financial products, and cross-border banking activities.

The Firm has a remarkable record with notable mandates in real estate development, power, renewable energy, and oil & gas, advising key markets players on project finance, energy contracts, bankability issues, public procurement, and government relations.

• Banking
• M&A
• Private equity
• Financial services regulatory
• Private equity funds
• Project development
• Project finance
• Investment funds
• Structured finance
• Capital markets: Debt
• Capital markets: Derivatives
• Capital markets: Equity
• Capital markets: High yield
• Financial restructuring
• Restructuring and insolvency
• PPP/PFI
• Real estate finance
• Real estate funds
• Securitisation
• Islamic finance
• Competition
• Trade finance

Carlos Abou Jaoude, Managing Partner c.aboujaoude@ajalawfirm.com
Souraya Machnouk, Partner s.machnouk@ajalawfirm.com

Recent transactional highlights:

• Advised leading Lebanese bank IBL on the first-of-its kind US$100 million issuance of subordinated bonds with a unique interest payment structure in compliance with highly complex capital adequacy and capital markets regulations amidst Lebanon’s unprecedented banking crisis
• Advised Jableb Holding led by the prominent investment banker Philippe Jabre (CEO of Swiss hedge fund Jabre Capital Partners S.A.) on the multi-million dollar acquisition of the Lebanese beer company ALMAZA from global Dutch company Heineken, involving a highly complex dual-currency valuation in US Dollars and Lebanese pounds amidst Lebanon’s unprecedented financial crisis, and a hybrid transaction structure with a buyout and a recapitalization
• Advised the Lebanese Government represented by the Ministry of Energy on a 300M$ crucial project to address Lebanon’s crippling electricity crisis through a tripartite gas import agreements between Lebanon, Syria and Egypt, where Lebanon will receive 650 million cubic meters of natural gas, involving a highly complex structure and regulatory framework, including the conditional financing by the World Bank and the approval of the United States for compliance with its Syria sanctions regime
• Advised Fortune 500 company New York Life Insurance on the Banking Guidelines of its investments arm CANDRIAM, related to the cross-border offer of financial products and services into Lebanon under the complex regulations of Lebanon’s Capital Markets Authority
• Advised Big Four audit firm Ernst & Young acting for Swiss banks on the Banking Model Manual relating to the cross-border offer of financial products and services into Lebanon under the complex regulations of Lebanon’s Capital Markets Authority
• Advised Cyprus-based leading multi-asset investment firm NAGA Markets Europe, on the cross-border offer into Lebanon of private banking services, including trading services and facilities to traders in Forex & CFDs, Equities, Indices and Commodities, and the novel NAGA Coin (NGC) (a social finance cryptocurrency), under the complex regulations of Lebanon’s Capital Markets Authority
• Advised leading energy US multinational Chevron on the spin-off of its Lebanese affiliate acting as member of a consortium of fuel companies to supply aviation fuel to airlines at Beirut’s International Airport
• Advised UK Export Finance (UKEF), the UK’s export credit agency and a ministerial department of the UK government, on a multi-million cross-border facility to a leading MENA construction group for a landmark project in the Republic of Benin involving a Lebanese entity as an exporter parent
• Advised the lending arm of the National Bank of Kuwait, the largest Kuwaiti bank and the highest rated in the Middle East, on a multi-million cross-border mezzanine facility to a leading international telecoms group, involving a complex multi-jurisdictional security structure with share pledges, corporate guarantees, personal guarantees and bank account charges
• Advised the leading FMCG BPC Holding Group including 30 multi-sector regional companies on a multi-million cross-border facility from First Abu Dhabi Bank, the largest bank in the UAE, involving a complex security structure
• Advised premier luxury group Elie Saab on a multi-million cross-border LMA facility and the largest multi-bank refinancing transaction in Lebanon’s fashion retail market
• Advised leading pharma group Benta on the multi-million cross-border acquisition of a pharmaceutical plant in France involving a highly complex government-supported reorganization plan and compliance with complex healthcare and labor regulations
• Advised leading private bank FFA acting on a fiduciary basis on the multi-million acquisition of an equity stake in the prominent aluminum manufacturing group SIDEM based on a first-of-its-kind valuation involving a mix of “fresh” and “local” US Dollars, through a highly complex structure with two types of profit-sharing loans, subject to a regulatory approval process before the Capital Markets Authority of Lebanon
• Advised pioneer healthcare tech start-up CardioDiagnostics on the multi-million divestment of the equity held by a leading venture capital fund involving a complex regulatory compliance process under Circular 331 of the Central Bank of Lebanon (BDL) governing investments in Lebanon’s knowledge economy
• Advised an angel investor on the multi-million acquisition of an equity stake in the “Save-Our-Startups” Fund (SOS Fund) (the main component of the new USAID Lebanon Investment Initiative) which aims to invest in 13 pioneer tech start-ups operating out of Lebanon (including Toters, Cinemoz, Klangoo, and Designer 24), through a highly complex structure involving four dual-currency financing rounds of “fresh” and “local” US Dollars among the participating investors, which include prominent investment funds such as Berytech, IM Ventures, Cedar Mundi, and MEVP
• Advised French public agency Expertise France in consortium with the prominent René Mouawad Foundation (RMF) on the pioneer multi-million “Minjara project” in the context of the EU-financed Private Sector Development (PSD) Programme, consisting in establishing a first-of-its-kind platform and PPP legal structure to support the wood processing and furniture sector in Tripoli-Lebanon, involving a wide array of public stakeholders, including the Business Incubator Association of Tripoli (BIAT), the Carpenters’ Union, the Association of Lebanese Industrialists (ALI), and the Chamber of Commerce, Industry, Agriculture of Tripoli (CCIAT)
• Advised prominent contracting group LACECO as lead counsel on a highly complex cross-border corporate structuring and international expansion plan covering 5 jurisdictions, namely Lebanon, Cyprus, KSA, Jordan and the UAE, and involving Big Four audit firm PwC
• Advised prominent contracting group LACECO on the pioneer NEOM Giga-project tendered by the Public Investment Fund of Saudi Arabia (PIF) for the development of a smart entrepreneurship and innovation city over 26,000sqm in the north-western side of Saudi Arabia
• Advised Fortune500 American multinational conglomerate 3M on the establishment of its business presence in Lebanon
• Advised Bank Audi, Lebanon’s biggest bank, leading the syndicate of lenders including major international development finance institutions, on the circa US$300 Million cross-border syndicated facility to finance the first renewable (wind) energy projects in Lebanon under the first-ever Power Purchase Agreement with the Government of Lebanon
• Advised on Lebanon’s first-ever Exploration and Production Agreement with the Total/ENI/Novatek consortium for the exploration of offshore petroleum resources
• Advised major energy group Debbas on the US$200M renewal and extension of a DSP Contract with the Lebanese Government
• Advised Danish global sustainable energy leader VESTAS on its strategic entry to the Lebanese renewable energy market
• Advised the major Danish-German BWSC/MAN Diesel consortium on two EPC contracts with the Lebanese Government for the c. Euro 270 Million reciprocating engines power projects in Lebanon
• Advised a prominent Lebanese bank on the multi-million dollar issuance of preferred shares and structured products
• Advised on the merger of the two biggest F&B groups in Lebanon
• Advised a major Lebanese private bank on the multi-million acquisition of a real estate company through the issuance of convertible bonds
• Advised on the largest-ever US$200 Million asset-backed issuance in Lebanon through the securitization of Solidere’s real estate portfolio
• Advised on the US$150 Million cross-border syndicated facility led by Deutsche bank to a telecoms group
• Advised on the ground-breaking multi- bank private placement initiative to finance the launch of a TV station
• Advised on the largest private debt restructuring in Lebanon involving a large real estate portfolio
• Advising on multi-million complex acquisitions and divestments of equity stakes in several prominent banks, financial institutions, brokerage firms, and money transfer companies involving a complex regulatory process before the Central Bank of Lebanon (BDL) and the Capital Markets Authority of Lebanon (CMA), including OMT (Western Union), FFA Private Bank, Saradar Bank, and Azure Fund
• Advising on multi-million complex acquisitions and divestments by major telecoms groups in Africa, including prominent operators Africell, Orange, and Novaphone

• Banking
• Financial services
• Media
• Energy
• Real estate
• Tech and telecoms
• Oil and gas
• Government and public policy
• Automotive
• Healthcare
• Pharm and life sciences
• Food and beverage
• Consumer goods and services
• Construction and materials
• Insurance
• Aviation